Learn about landholders, relevant acquisitions and obligations.
Key information
Landholder duty may apply when you acquire an interest, such as shares or units, in a landholder.
A landholder is a company or unit trust scheme, whether private or public, that has land holdings in Victoria with an unencumbered value of $1 million or more.
- A private landholder is a private company, private unit trust scheme or wholesale unit trust scheme.
- A public landholder is a listed company or a public unit trust scheme, which can be a listed trust, a widely held trust or a registered declared public unit trust scheme.
For the meaning of these terms see landholder definitions
A landholder can hold its land holdings directly or indirectly through linked entities or discretionary trusts.
Land holdings are interests in land but do not include the interest of a mortgagee or the right to take natural resources from the land (a profit à prendre).
Land holdings also include:
- an interest in fixtures held separately from the underlying land
- certain economic benefits or entitlements in relation to land (an economic entitlement)
- land that the landholder has agreed to purchase but no settled at the time of an acquisition.
For more detail see land holdings.
Relevant acquisitions
A relevant acquisition and a liability to duty arises when you acquire a significant interest or a further interest in a landholder. You can acquire a significant interest alone, or together with associates or other people as part of an associated transaction. A further interest is any interest you acquire after you or an associate has made or participated in a relevant acquisition of a significant interest in the landholder.
A significant interest is:
- 20% or more for a private unit trust scheme.
- 50% or more for a private company or wholesale unit trust scheme.
- 90% or more for a listed company or public unit trust scheme.
Relevant acquisitions can also occur if you obtain certain economic entitlements in or control over a private landholder, or when a private company or unit trust scheme becomes public.
For more detail, see relevant acquisitions.
You can use our interactive guides to find out if you need to pay landholder duty.
Check if you need to pay landholder duty
Exemptions and concessions
Acquisitions in landholders can be exempt from duty in certian circumstances. These include most of the exemptions available for land transfers.
Exemptions may also apply if the acquisitions are made by:
- receivers or trustees in bankruptcy
- liquidators or executors/administrators of a deceased estate
- a compromise or arrangement with a company’s creditors
- a pro rata increase in the interests of all unit holders or shareholders.
Concessions are also available when:
- acquisitions are to secure the provision of finance
- there is an anomalous duty outcome.
For more detail, see landholder exemptions and concessions.
Register a trust
If you are a trustee of a unit trust scheme, you can apply to register the scheme as a declared public unit trust scheme, wholesale unit trust scheme, imminent wholesale unit trust scheme and declared wholesale unit trust scheme. Registration provides concessionary treatment under the landholder provisions.
For more details refer to trust registrations.
Rates and calculations
Landholder duty is calculated using the same rates as land transfer (stamp) duty. Duty is based on the unencumbered value of the landholder’s Victorian land holdings.
If the landholder’s Victorian land holdings are valued between $1 million and $2 million, duty is phased in under a statutory formula. A concessional rate of duty also applies to public takeovers and the conversion of private landholder.
See examples of landholder duty calculations.
Lodge and pay
You must lodge a landholder acquisition statement and pay duty within 30 days of making a relevant acquisition. If you do not pay duty within this time, a tax default occurs and interest and penalties apply.
For more detail, see relevant acquisition lodgement and payment obligations and payment of landholder duty.
Further assistance
If have a general query in relation to landholder duty, please contact the Landholder Acquisitions Branch on 03 9628 0123.
If you are unsure how the landholder provisions apply to your specific situation, you can request a private ruling. The Commissioner provides private rulings in the circumstances set out in Revenue Ruling GEN-009v3. Rulings are only provided where there is a legislative issue that requires clarification. They are not provided to confirm the availability of an exemption where no issue with the application of the exemption has been identified.
